UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549


                           FORM 12b-25

                   NOTIFICATION OF LATE FILING


                                    Commission File Number 1-8140

(Check one):
[   ]  Form 10-K and Form 10-KSB
[ X ]  Form 11-K
[   ]  Form 20-F
[   ]  Form 10-Q and Form 10-QSB
[   ]  Form N-SAR
For period ended:  December 25, 1999

Nothing  in  this  form  shall be construed  to  imply  that  the
Commission has verified any information contained herein.

If  the  notification relates to a portion of the filing  checked
above,  identify  the Item(s) to which the notification  relates:
Not applicable

PART I - REGISTRANT INFORMATION

                     FLEMING COMPANIES, INC.
     (Exact name of registrant as specified in its charter)

                      1945 Lakepointe Drive
                         P.O. Box 299013
                    Lewisville, Texas  75029
             (Address of principal executive office)


PART II - RULES 12b-25(b) AND (c)

If  the  subject  report could not be filed without  unreasonable
effort  or  expense and the registrant seeks relief  pursuant  to
Rule 12b-25(b), the following should be completed. (Check box  if
appropriate) X

     (a)  The reasons described in reasonable detail in Part  III
of  this form could not be eliminated without unreasonable effort
or expense;

     (b) The subject annual report on Form 11-K will be filed  on
or  before  the  15th calendar day following the  prescribed  due
date; and

     (c) The accountant's statement or other exhibit required  by
Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State  below in reasonable detail the reasons why the  Form  11-K
could not be filed within the prescribed time period.

Fleming  Companies, Inc. has not yet received certain  supporting
information  from  the  Plan's  Trustee  to  allow   a   complete
presentation  of financial statements within the requirements  of
the  Securities  and  Exchange  Commission.   The  custodian  and
trustee  for  the  Fleming Companies, Inc. Matching  401(k)  Plan
(formerly  known  as  the  Consolidated Savings  Plus  and  Stock
Ownership  Plan for Fleming Companies, Inc. and Its Subsidiaries)
is  to  send us additional detailed information that is  required
for the submission.

PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard  to
this notification

         Kevin Twomey
   Senior Vice President -
    Finance and Controller           972            906-8110
            (Name)               (Area Code)   (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or
15(d)  or  the  Securities Exchange Act of 1934 been  filed?   If
answer is no, identify report(s).    X Yes    No

(3)  Is it anticipated that any significant change in results  of
operations from the corresponding period for the last fiscal year
will  be  reflected by the earnings statements to be included  in
the subject report or portion thereof?       Yes        X No

If  so,  attach  an explanation of the anticipated  change,  both
narratively  and quantitatively, and, if appropriate,  state  the
reasons why a reasonable estimate of the results cannot be made.



                           SIGNATURES

FLEMING COMPANIES, INC. has caused this notification to be signed
on its behalf by the undersigned hereunto duly authorized.


                                 By KEVIN TWOMEY
                                    Kevin Twomey
                                    Senior Vice President-Finance
                                    and Controller

Date:  June 21, 2000